Corporate Governance: Practical Guidance On Accountability Requirements

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This briefing is a clear, accessible and jargon-free analysis of the practical application of Corporate Governance. With short case studies to illustrate legal requirements, the author guides the reader through all aspects of the Corporate Governance programme, concentrating specifically on its use by organisations who are not required to adopt it, such as listed PLCs.

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David Martin FCIS, FCIPD, FIoD has many years experience as a listed PLC Company Director and Secretary, consultant and author. For the last 21 years he has run his own consultancy, Buddenbrook, carrying out projects for a range of clients, large and small. He is a regular seminar speaker and author of over 40 books. Table of Contents INTRODUCTION Corporate scandals Putting morality into capitalism - ‘corporategovernance’ Across the Atlantic Social responsibility CADBURY, GREENBURY AND HAMPEL A. The Cadbury Code of best practice B. The Greenbury committee report C. The Hampel Committee HIGGS, SMITH AND THE ‘PARTICIPANTS’ ROLES A. The Higgs and Smith Committees B. The participants’ roles Evaluation TURNBULL AND RISK The recommendations Risk management Disaster recovery in action Preparation Safety and the Board An increasing legal obligation THE COMBINED CODE Combined Code of Corporate Governance The detailed requirements Sarbanes-Oxley (SOX) The EU Good Governance Code International Corporate Governance Network (ICGN) REPORTING OUR RESPONSIBILITIES A. The operating and financial (or ‘business’) review Publication Complexity of reporting B. Human Capital Management C. Corporate Social Responsibility (CSR) Using society’s resources Employee appeal Adverse publicity The sexual revolution Stakeholders The pertinent questions THE EMPLOYEE INTERFACE Legal requirements Employees’ financial involvement Works Councils Information/Consultation Forums The administration Elected representatives Reporting financial results Employee reports The future ETHICS, FRAUD AND WHISTLEBLOWING A. Codes of Ethics B. Fraud C. Whist leblowing Course of action Legal actions APPENDICES Directors’ familiarisation Legal obligations Finance Board work Morality Accountability Employees Draft rules and constitution for a Pre-existing agreement for an Information and Consultation Forum (ICF) A. Background B. Constitution Draft non-executive directors combined contract for service A gift policy Corporate Social Responsibility/Risk Management checklist Items the Annual Report could address Additional questions for investment trusts Further reference Directors assessment Security policy